What Is the Connecticut Limited Liability Company Act?

The Connecticut Limited Liability Company Act, codified as Chapter 613a of the Connecticut General Statutes and known as CULLCA, is the state law that controls how an LLC is formed, operated, and closed in Connecticut.¹ It sets the filing requirements with the Secretary of the State, the liability shield that separates owners from the company’s debts, the fiduciary duties owed by members and managers, the default rules on profit sharing and transfers of ownership, and the procedures for dissolution. Most of its rules are defaults you can override in a written operating agreement, but a short list of protections is locked in by statute and cannot be waived.

Forming an LLC Under CULLCA

A Connecticut LLC comes into existence when you file a Certificate of Organization with the Secretary of the State. The certificate has to include six items: the LLC’s name, the principal office’s street and mailing address, the name and address of a Connecticut registered agent, the name and address of at least one member or manager, a working email address for the company, and the LLC’s NAICS code.² The filing fee is $120.³ You can file online through Business.CT.gov or on paper.

Connecticut formation documents are not fully anonymous. At least one member or manager must be named on the certificate with an address. A person can petition the Secretary of the State to withhold a residence address when disclosure would create a personal security risk, but the name itself still appears on the public record.²

Naming the Company

The LLC’s name has to carry a designator telling the public what it is: “Limited Liability Company,” “LLC,” or “L.L.C.” A professional LLC must instead use “Professional Limited Liability Company” or “PLLC.”⁴ The name also has to be distinguishable on the Secretary of the State’s records from any other registered Connecticut business entity. Check availability through the state’s online business search before you file.

Registered Agent

Every Connecticut LLC must designate and continuously maintain a registered agent inside the state to receive legal documents, government notices, and service of process.⁵ The agent can be an individual with a Connecticut place of business or a business entity authorized to operate in Connecticut, but the LLC cannot serve as its own agent, and a P.O. Box doesn’t satisfy the requirement — the agent needs a real physical location in the state.⁶

Changing your agent or the agent’s address requires a change-of-agent certificate and a $50 fee, and an agent resignation also costs $50 to file.³ A resigning agent has to notify both the state and the LLC, and continues forwarding documents until the resignation takes effect so the company has time to appoint a replacement.⁵ Letting the agent slot go empty is dangerous. If no agent is on file when someone sues, legal papers can still be treated as properly served, and a court may enter a default judgment before you know the case exists.

The Personal Liability Shield

The reason most owners choose an LLC in the first place is the liability wall between personal assets and company debts. Under CULLCA, a member is not personally liable for the LLC’s obligations just because they own a piece of it, and being a member alone does not make someone an agent of the company.⁷

That shield can be pierced. Connecticut has a statutory framework that replaced the older common-law test. A court can hold a member personally liable only if the person suing proves three things by a preponderance of the evidence: the member exercised complete domination and control over the LLC’s management, finances, and activities in the transaction at issue; that domination was used to commit fraud, intentionally violate a legal duty, or carry out a deceitful or unlawful act against the person suing; and the domination and misconduct directly caused the injury.⁸

In deciding whether a member truly dominated the company, courts look at whether the LLC was adequately capitalized, whether assets were moved out without a legitimate business purpose, whether funds were commingled with personal accounts, and whether the LLC was treated as a genuinely separate entity with its own contracts, bank accounts, and financial records.⁸ Single-member LLCs are the most exposed. Paying personal bills from the LLC’s account, skipping formalities, and treating the company as a personal piggy bank hands a plaintiff everything they need.

Liability protection can also disappear through a personal guarantee. Lenders routinely ask small-LLC owners to sign one, and a guarantee is a contract — no amount of corporate formality shields you from it.

Operating Agreements: What You Can and Can’t Change

CULLCA doesn’t require a written operating agreement. An agreement can even be oral or implied by the members’ conduct. But where the agreement is silent, the statute’s default rules fill in, and the defaults often don’t match what the owners actually wanted.

An operating agreement can customize nearly everything about how the LLC runs: profit and loss splits, admission of new members, decision-making procedures, dispute resolution, and buyouts of departing members. It can also require mediation or arbitration before anyone files suit.

A handful of items are off-limits. Under CULLCA, an operating agreement cannot:⁹

Eliminate the obligation of good faith and fair dealing, though it can set reasonable standards for measuring that obligation.
Shield a member or manager from liability for bad faith, intentional misconduct, or knowingly breaking the law.
Delete the duty of loyalty or the duty of care outright, though it can modify how they apply.
Override registered-agent requirements or any filing obligation CULLCA imposes.
Block a member’s statutory right to seek judicial dissolution.

The Default Profit Split

If the operating agreement says nothing about distributions, CULLCA splits them equally among all members regardless of how much each person contributed.¹⁰ If one member puts in $400,000 and another puts in $50,000, they still split profits 50/50 unless the agreement says otherwise. Getting the distribution formula in writing before money starts moving is one of the most important jobs the operating agreement does.

Management Structure and Fiduciary Duties

A Connecticut LLC operates under one of two structures. In a member-managed LLC, every member has the right to participate in running the business. In a manager-managed LLC, authority is delegated to one or more designated managers, who may or may not be members. The manager-managed form fits situations where some owners want to put in capital without running operations.

Whoever manages the company owes a duty of loyalty: accounting to the LLC for any profit or benefit drawn from company activities, avoiding dealings with the company on behalf of anyone whose interests conflict with it, and not competing with the company before dissolution.¹¹ In a member-managed LLC, every member carries this duty. In a manager-managed LLC, only the managers do.

The duty of care requires managing in good faith, with the attentiveness a reasonably prudent person would use in a similar role, and in a manner reasonably believed to serve the LLC’s best interests.¹¹ Members and managers can rely on reports from employees, accountants, or counsel they reasonably believe to be competent. The duty protects against careless or reckless decisions, not against honest mistakes.

The operating agreement can modify these duties — spelling out, for instance, a process for authorizing transactions that would otherwise look like a loyalty breach. It cannot delete them or shield anyone from liability for intentional wrongdoing.⁹

Transferring a Membership Interest

CULLCA lets a member transfer their financial stake, called a “transferable interest,” without needing the other members’ consent. But that kind of transfer passes only the right to receive distributions. The buyer gets no vote in management and no right to inspect the books. The transferring member keeps all other rights and obligations, including voting rights and fiduciary duties.¹²

If the operating agreement restricts transfers, any transfer made in violation of that restriction is ineffective against anyone who knew about the restriction when the transfer happened.¹² For a buyer to become a full member with management rights, the operating agreement or the existing members have to approve admission. The default protects existing members from waking up in business with a stranger.

Annual Reports and Staying in Good Standing

Every Connecticut LLC must file an annual report with the Secretary of the State between January 1 and April 1 of each year. The first report is due in that window the year after formation.¹³ The fee is $80.³ The report has to list the LLC’s name, principal office address, the name and address of at least one member or manager, the registered agent’s name and address, a valid email, and the NAICS code. Filing is electronic through the state’s business portal.

Missing the annual report is one of the easiest ways to lose the LLC. The Secretary of the State can administratively dissolve a company for failing to file, which strips the LLC of its legal existence and, with it, the liability protection its members relied on.¹⁴¹⁵

Dissolving the LLC

A Connecticut LLC dissolves when any of several triggering events happens: an event specified in the operating agreement, the consent of a majority in interest of the members, 90 consecutive days with no members and no steps taken to admit one, a court order based on unlawful or impracticable operations, a court order based on illegal, fraudulent, or oppressive conduct by those in control, or an administrative dissolution by the Secretary of the State.¹⁶

A common misconception is that voluntary dissolution requires unanimous member consent. It doesn’t. CULLCA requires only the consent of a majority in interest, though the operating agreement can set a higher threshold.¹⁶

Once dissolution is triggered, the LLC enters a winding-up period. The company must settle debts, notify creditors, and distribute any remaining assets to members. Skipping those steps or distributing assets before paying creditors can expose members to personal liability for the unpaid obligations.

To formally end the LLC’s existence with the state, you file a Certificate of Dissolution with the Secretary of the State. There is no filing fee for the dissolution certificate itself, and filing is done through the state’s business portal.¹⁷ After dissolution and winding up are complete, the LLC ceases to exist as a legal entity, and conducting business in its name after that point can create personal liability for whoever does it.

What CULLCA Doesn’t Cover

CULLCA controls how your LLC is organized under Connecticut law. It does not set your federal tax classification — the IRS does that, and the default treatment depends on how many members the LLC has, with elections available to be taxed as a C corporation or S corporation.¹⁸ CULLCA also doesn’t impose federal Beneficial Ownership Information reporting; under FinCEN’s March 2025 interim final rule, entities formed in the United States, including Connecticut LLCs, are currently exempt from BOI reporting, and only foreign entities registered to do business in a U.S. state have to file.¹⁹ Those obligations run on their own tracks, separate from the Connecticut statute.

1
Connecticut General Assembly. Chapter 613a – Uniform Limited Liability Company Act
2
FindLaw. Connecticut Code 34-247 – Formation of Limited Liability Company, Certificate of Organization
3
Justia Law. Connecticut Code 34-243u – Fees Payable to Secretary of the State
4
Connecticut General Assembly. Chapter 613a – Uniform Limited Liability Company Act – Section 34-243h
5
Justia Law. Connecticut Code 34-243n – Registered Agent
6
Secretary of the State of Connecticut. Certificate of Organization Limited Liability Company
7
Justia Law. Connecticut Code 34-251 – Effect of Persons Status as Member
8
Justia Law. Connecticut Code 33-673b – Limitation on Liability of an Interest Holder of a Domestic Entity
9
Justia Law. Connecticut Code 34-243d – Operating Agreement, Scope, Function and Limitations
10
FindLaw. Connecticut Code 34-255c – Sharing of and Right to Distributions Before Dissolution
11
Connecticut General Assembly. Chapter 613a – Uniform Limited Liability Company Act – Section 34-255h
12
Connecticut General Assembly. Chapter 613a – Uniform Limited Liability Company Act – Section 34-259a
13
FindLaw. Connecticut Code 34-247k – Annual Report
14
Business.CT.gov. Domestic Annual Report Forms and Fees
15
Business.CT.gov. Reinstating a Business
16
Connecticut General Assembly. Chapter 613a – Uniform Limited Liability Company Act – Section 34-267
17
Business.CT.gov. Domestic Limited Liability Companies Forms and Fees
18
Internal Revenue Service. Closing a Business
19
FinCEN.gov. Beneficial Ownership Information Reporting